Litigation Management in a NEW YORK Minute – 2010 Edition

EXECUTIVE PAY: POTENTIAL LITIGATION

PITFALLS

WILLIAM CRONIN Corr Cronin Michelson Baumgardner & Preece

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EXECUTIVE COMPENSATION LAWSUITS

- Avoiding the Pitfalls –

Authored by: William F. Cronin1

I. INTRODUCTION

One of the lightning rod issues facing America’s corporations today is the compensation of

corporate executives. Each week there is a new revelation of an even higher executive compensation

package, and each new revelation stimulates the arguments for reform. In recent years, Plaintiffs’

lawyers have filed numerous shareholder derivative actions to challenge the compensation

arrangements for executives. With the advent of the federal pay czar, the growing disparity between

the compensation of executives and compensation of average American workers,2 and increasing

public scrutiny and dislike for the big paydays for corporate executives, the environment for

explaining and defending the huge payouts to corporate executives has become increasingly hostile.

Congress responded to this and other concerns by its recent passage of the Dodd – Frank Wall

Street Reform and Consumer Protection Act (“Dodd – Frank Act”). The Dodd – Frank Act creates

new requirements regarding disclosures of executive compensation, shareholder votes on executive

compensation, the procedures whereby Board Compensation Committees determine executive

compensation, the right to compensation claw-back, and new incentives and protections for whistle

blowers. The SEC and national securities exchanges and associations are also given new authority to

1 Mr. Cronin is a founding partner in Corr Cronin Michelson Baumgardner & Preece LLP and is a Fellow of the American College of Trial Lawyers. He was retained recently to represent a public company in Seattle, Washington in connection with a lawsuit by shareholders challenging the approval of a $50 million plus payments to corporate executives.

2 In 1991, the average large company CEO earned 140 times the average company employee; by 2003 it was 500 times. Bebchuk & Fried: The Unfulfilled Promise of Executive Compensation, at 1 (2004)

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implement rules and policies that will impact executive compensation. For companies subject to the

Dodd – Frank Act, the determination of executive compensation will become a more transparent and

highly regulated process.

Beyond the requirements of the Dodd – Frank Act, however, there is a need for both inside and

outside counsel need to play a role in the negotiations, review and approval of executive

compensation. The process must be fair and transparent to improve its chances for acceptance by

courts should the compensation package be challenged in a lawsuit. The purpose of this discussion is

to identify and describe the pitfalls that should be avoided in the review and approval of an executive

compensation package. If these pitfalls are avoided, the opportunity for plaintiff shareholders to

attack executive compensation should be sharply reduced.

II. DISCLOSURE AND GOVERNANCE STANDARDS

The recent adoption of the Dodd – Frank Act will change significantly the disclosure and

governance practices regarding executive compensation. For those companies not affected by the

Dodd – Frank Act, there remains a significant need to observe necessary formalities to assure that

executive pay decisions are not evaluated de novo by a court. The following provides a short

summary of the requirements of the Dodd – Frank Act and the relevant state law principles that are

likely to be an issue in examining any decision regarding executive compensation.

A. Current SEC Disclosure Rules and Dodd – Frank Act.

Prior to the Dodd – Frank Act, the SEC has made major changes regarding the disclosure

requirements of executive compensation in proxy statements. SEC Release 33-8732A/34-54302A.

The SEC regulations require disclosure in a standard tabular form and also require an improved

narrative disclosure. The SEC rules also require the Board’s Compensation Committee to review and

recommend the proposed disclosure. The SEC also now provides on its website an on-line tool that

permits investors to compare what the 500 largest American companies are paying their top

executives. In 2009, SEC chairman Mary Shapiro, announced that the SEC is considering new and

additional disclosures regarding executive compensation packages. That process however, has now

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been largely overtaken by the Dodd – Frank Act, its new requirements and its delegation of new

authorities to the SEC.

The Dodd – Frank Act was signed into law by President Obama on July 21, 2010. While this

paper does not attempt to provide a complete or through discussion of every feature of the Act

affecting the executive compensation process, a brief summary of the key changes is beneficial in

highlighting for in-house and outside counsel the potential for compliance issues and possible future

litigation over executive compensation decisions. Among other things, the Dodd – Frank Act

provides for the following:

1. Executive Pay Disclosures. The Act directs the SEC to require in annual proxy

solicitations additional and specific disclosures regarding executive pay for performance and a

comparison of CEO pay to total compensation for all company employees.

2. Golden Parachute Disclosures. The Act requires that material soliciting

shareholder approval for mergers, acquisitions, or any disposition of substantially all of a company’s

assets include disclosure of any type and amount of compensation that is being paid to executives in

connection with the transaction.

3. Say-on-Pay. The Act provides for non-binding shareholder votes on executive

compensation at least once every three years.

4. Compensation Committee Membership. The Act requires the SEC to direct

national exchanges and associations to prohibit the listing of any equity security of a company unless

every member of the company’s Compensation Committee is independent. The Act then describes a

series of factors relevant to a determination of “independence.”

5. Compensation Committee Consultant and Advisors. The Act provides that the

Compensation Committee of affected companies may only use “independent” consultants and

advisors, and it further describes the factors relevant to determining “independence.” The Act also

provides that Compensation Committees must have authority, in their sole discretion, to make

reasonable payments for such services.

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6. Whistle Blower Provisions. The Act includes provisions that encourage whistle

blowing and provide protection from retaliation for those who come forward with information.

B. Delaware Law, the Disney Cases, and the Importance of Process.

Executive pay packages are routinely negotiated, reviewed and approved by the Board of

Directors who frequently act through the Board’s Compensation Committee. The goal is to provide

for a process that evidences either the Board’s or the Compensation Committee’s business judgment

in approving the compensation package. If the process is not flawed, courts routinely choose not to

second guess the directors’ determination of what is fair compensation for the corporation’s

executives. The result is that numerous cases are dismissed at the pleading stage because the court

has deferred to the business judgment of the directors.

While each state may have its own formulation of a business judgment rule for corporate

governance purposes, the law of Delaware often applies or is cited by courts in formulating a

statement of the business judgment rule. Not surprisingly, Delaware courts have been among the

most prominent in the development of the business judgment rule as it has been applied to the review

of executive compensation. In that regard, the Disney cases, Brehm v. Eisner, 731 A.2d 342 (1997),

Brehm v. Eisner, 746 A.2d 244 (2000), In Re the Walt Disney Company Derivative Litigation, 825

A.2d 275 (2003), In Re The Walt Disney Derivative Litigation, 907 A.2d 693 (2005) and In Re Walt

Disney Company Derivative Litigation, 906 A.2d 27 (2006), provide an exhaustive analysis of the

role of process and the business judgment rule in a lawsuit challenging an executive pay package for

Michael Ovitz. In these cases, the Delaware Supreme Court described the legal test for deferring to

the directors’ business judgment:

Thus, directors’ decisions will be respected by courts unless the

directors are interested or lack independence relative to the decision,

do not act in good faith, act in a manner that cannot be attributed to a

rational business purpose or reach their decision by a grossly negligent

process that includes the failure to consider all material facts

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reasonably available. Brehm v. Eisner, 746 A.2d 244, 264 at FN 66

(2000)

The Disney cases arise out of a decision by Michael Eisner in 1995 to hire Michael Ovitz as

President of the Walt Disney Company. In 1995, Mr. Ovitz was a very successful Hollywood agent.

He had a substantial interest in and operated Creative Artists Agency (“CAA”), the most powerful

agency for Hollywood talent at that time. Mr. Ovitz was making $20 - $25 million a year in his

operation of CAA, and, while Mr. Ovitz had little to no public company experience, Mr. Eisner was

anxious to secure for Disney the services of his long time friend. Eisner’s interest culminated in an

employment agreement with Ovitz for five years beginning in October, 1995. The agreement

provided lavish compensation to Ovitz in the form of salary, bonuses and stock options. The Ovitz

employment agreement had been largely negotiated with Ovitz by two people, Michael Eisner and

Irwin Russell (chair of Disney’s Compensation Committee). It had been approved at a brief meeting

of the Board’s Compensation Committee on September 26, 1995. Although a compensation

consultant had been retained to provide advice about the proposed compensation package, the

consultant never met with the Disney Compensation Committee as a whole before the Compensation

Committee approved the agreement with Ovitz.

In any event, the dream team of Ovitz and Eisner turned out to be a nightmare. After 14

months, Eisner had concluded that Ovitz simply didn’t fit the Disney culture. Accordingly, Disney

terminated Ovitz in December, 2006. The termination was done without any claim that it was

warranted by any default by Ovitz under his agreement. As a result, Ovitz walked away with a

severance package in excess of $130 million after 14 months of service and after failing in his job.

That payment created quite a stir and immediately prompted a shareholder derivative lawsuit.

For Disney, the litigation that followed was not pretty. While Disney had initial success at the

trial court in affirming a dismissal of the alleged claims based largely on the business judgment rule,

731 A.2d 342 (1998), the Delaware Supreme Court ultimately remanded the case to the trial court to

allow the plaintiffs to plead in greater detail the shortcomings of the process. When the plaintiffs did

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so, the trial court concluded that there were claims to be tried. The new facts pled raised substantial

doubt as to whether the directors had exercised their business judgment in a meaningful and informed

way. Plaintiffs’ new Amended Complaint alleged that the hiring of Ovitz had essentially been

engineered entirely by Michael Eisner, that Eisner had been personal friends of Ovitz for nearly 25

years, and that Disney’s Compensation Committee and Board had merely rubber-stamped Eisner’s

decisions without any meaningful inquiry into the compensation package that had been provided to

Ovitz. The key allegation in the complaint was that the package was structured in a way that

provided Ovitz with more money if he were terminated without fault from his job than if he

performed his job as president for the full five year term of the contract.

Based on these allegations, the Delaware Court of Chancery concluded that “plaintiffs’ new

complaint suggests that the Disney directors failed to exercise any business judgment and failed to

make any attempt to fulfill their fiduciary duties to Disney and its stockholders.” 825 A.2d 275, 278

(2003). The case proceeded to trial with the Disney directors facing potential liability for some or all

of the $130 million that had been paid to Ovitz. After 37 days in trial in the Delaware Court of

Chancery, and the airing of embarrassing details about Michael Eisner, Michael Ovitz and others,3

the Delaware trial court issued a 175 page opinion. While that decision ultimately affirmed the

decision of the Disney directors to both enter into and pay the $130 million to Michael Ovitz, the

favorable result came at great cost. In retrospect, those costs could have been avoided with greater

attention to the procedural steps that should accompany the negotiation, review and approval of any

lucrative, executive pay package.

What was unique about the Disney result is that the Disney directors faced potential personal

liability in a circumstance in which no one could legitimately raise any issue about whether the

3 At trial, Eisner was portrayed as an imperious micro-manager, while plaintiffs argued that Ovitz “was

a habitual liar who could not be trusted.” Eisner also lavished Ovitz with early praise in the performance of his job yet turned on him quickly as a man who put a personal spin on every issue. Ovitz was also portrayed as an elitist who could not adjust to the Disney culture. For example, at the company retreat in Orlando, Ovitz refused to ride the Disney buses from event to event, enlisting a limousine at every point of travel. The public display of these contentions, and the related evidence, certainly cost Eisner and Ovitz personally.

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directors had some economic self-interest in approving the Ovitz pay package. The most frequently

cited basis for ignoring the business judgment rule and placing the directors at economic risk for an

adverse money damages award is a showing that the directors had some economic interest in the

outcome that poisoned the deliberative process. But that never occurred in Disney. In Disney, the

court found that directors can be liable in damages for a breach of the duty of care if the breach

amounted to a conscious disregard of the directors’ duties to act with care. When that occurs, the

court found that the directors have not acted in good faith, can be personally liable and the routine

practice of insulating directors from personal liability for breach of the duty of care no longer works.4

III. THE KEY PROCESS IMPROVEMENTS

Putting aside whether executives are overpaid, there is a need to assure that the process

followed is fair, transparent and allows the Board’s Compensation Committee to exercise

independent and informed business judgment in reviewing and approving the executive pay package.

This is one of the most evident purposes of the reforms of the Compensation Committee process

under the Dodd – Frank Act. If the Compensation Committee process is fair and informed, the

presumption in favor of the business judgment rule can become a powerful defense to the claims of

angry shareholders. If it is not, directors may face the risk of substantial personal liability in hostile

proceedings in which they are trying to defend the approval of lucrative pay packages. The following

is a discussion of the “best practices” - many of which are now incorporated within the Dodd – Frank

Act - that should be followed to assure the full benefit of the business judgment rule.

A. Use Independent Directors Who Have No Economic Interest in Negotiating or Approving the Executive Pay Package.

The benefit of the business judgment rule is lost when the majority of the directors’ business

judgment appears to have been compromised by each director’s self-interest. Under Delaware law, if

4 The Delaware code at 8 Del. C. § 102(6)(7) authorizes corporations to include in a corporation’s

Articles of Incorporation or Charter a provision that absolves directors of any personal liability for breach of duty of care. This “absolution” provision has exceptions for, among other things, breach of the duty of loyalty, acts or omissions not in good faith and any transaction in which a director received an improper, personal benefit.

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the directors’ decisions on an executive compensation are affected by self-interest, the plaintiff

shareholders in a derivative action will ask the court to decide de novo whether the approval of the

compensation package was entirely fair, both procedurally and substantively, to the shareholders.

This is a very precarious position for directors to be in and it needs to be avoided. Neither the

directors nor their lawyers want to be in a position in which they must argue to an elected judge or

maybe even a jury that a $25 million a year pay package for an executive is entirely fair to the

shareholders. But this is precisely the position a lawyer may be in if the directors who negotiated and

approved the pay package are not completely independent.

B. Beware of any Appearance of Related Transactions.

While it is usually true that the directors will receive no personal benefit as a result of their

approval of an executive’s compensation, plaintiffs’ lawyers can be expected to argue that directors

have received a quid pro quo from executives for the approval of the executive’s pay package. If

true, the director’s decision will be set aside and the court will substitute its own sense of what is

entirely fair in evaluating an executive’s pay package.

In Re Tyson Foods Inc., Consolidated Shareholders Litigation, 919 A.2d 563, a post-Disney

case from Delaware, illustrates the dangers of the potential related transaction. In that case,

shareholders had brought a derivative action and a class action against Tyson Foods, Inc., its

directors and officers, and its controlling shareholder. Defendants had filed a motion to dismiss

invoking both a statute of limitations defense and a defense based on the business judgment rule.

The complaint included specific allegations that certain directors’ independence in approving

compensation arrangements for current and former Tyson executives had been compromised. The

complaint alleged that Tyson had purchased over $10 million a year in cattle from one director and

directed another $600,000 to another director for research and development. Essentially, the

complaint alleged that the directors’ approval of the compensation arrangements and perquisites for

the Tyson family had been purchased through these other transactions. As a result, the directors’

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independence had been compromised, a motion to dismiss was denied and the director defendants

faced potential liability for their approval of compensation packages for Tyson family members.

C. Use an Independent Compensation Expert to Advise the Board.

If the directors use an independent consulting expert to advise about executive compensation,

the proper use of an outside expert can provide the directors with additional protection from liability.

8 Del. C. § 141(e).5 Nevertheless, careful attention must be paid to the selection of the expert, and a

written agreement with the outside consultant identifying specifically that the consultant will provide

his or her independent advice on the subject of executive compensation to the Board is a necessity.

Without such a written agreement, there is an opportunity for plaintiffs to argue that the consultant is

merely advancing a position that the executives favor. This is because the outside consultant often

must communicate extensively with executives of the company to gather information and formulate a

recommendation. Shareholders may argue that this process means the consultant is not independent.

To avoid this potential for confusion, a written agreement with the consultant should be used that

requires the expert to provide his independent recommendation to the directors.

Finally, the independent expert should be required to communicate directly with the group of

directors charged with legal responsibility for reviewing and approving the executive pay package.

In Disney, a compensation consultant was retained but the consultant never met the entire

Compensation Committee who approved the Ovitz pay package. This should occur and the meeting

must involve a thorough discussion of the pros and cons of the proposed pay package and the

consultant’s recommendations. The failure to involve the expert with the entire Committee and to

have the expert advise the Committee as a whole about the complete financial ramifications of the

pay package became a significant problem for the director defendants in the Disney trial.

D. Use Lawyers to Assure an Arms-Length Negotiation.

5 Section 141(e) provides: “A member of the board of directors, or a member of any committee designated by the board of directors shall ... be fully protected in relying in good faith … upon such information, opinions, reports … presented to the corporation … by any other person as to matters the member reasonably believes are within such person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.”

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To outsiders, there is reason to question whether executive compensation packages are a

product of arms-length negotiations. The persons who negotiate these deals work together, see each

other socially and often are friends. In Disney, Michael Eisner handled most of the negotiations with

Michael Ovitz even though they had been friends for nearly 25 years.

One of the best ways to assure arms-length negotiations is to hire an outside lawyer to

represent the Compensation Committee and a separate lawyer to represent the executives. This

process also insulates in-house counsel from claims of conflict of interest, particularly inasmuch as

the directors may be looking to in-house counsel for advice in a circumstance in which in-house

counsel may have an economic interest in the compensation package negotiated for the executive or

the executive team.

E. Document the Deliberative Procedure.

There is a tendency in corporate boardrooms to keep minutes of meetings very abbreviated.

As a result when a court is examining the written record for evidence that the directors considered the

pros and cons of the proposed executive package, there is often very little to document that. For this

reason, it is beneficial to document in more detail than is normal the Board’s and/or the

Compensation Committee’s review and approval of an executive pay package. In the end, it does not

matter whether third parties might disagree with the directors’ decision to approve an executive pay

package. What matters is that the directors carefully considered the pros and cons and then exercised

their business judgment.

The best defense to shareholder attacks on executive compensation packages remains the

business judgment rule, but with the current widespread hostility to lucrative pay packages you can

expect courts to scrutinize more carefully the process of director approval to see if business judgment

was consciously and carefully applied. For that reason, lawyers need to assure that the steps outlined

above are taken to protect that process and give it more integrity.

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1

Executive Compensation LawsuitsWilliam F. Cronin

Corr Cronin Michelson Baumgardner & Preece LLPSeattle, Washington

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2

4Video excerpt from the CNBC report “Executive Pay Backlash” airing 04/20/2009.

DODD – FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

• Creates disclosure requirements in annual proxy statements regarding executive compensation.Requires say‐on‐pay shareholder votes.

• Regulates make‐up of Compensation Committee, Compensation Committee process, and use of compensation consultants.

• Provides for compensation claw‐back.• Provides new incentives and protections for 

whistle blowers. 

THE MANOS CASEKey Facts:

• Directors approve 2 large special dividend payments ($500 million) to shareholders.

• Special dividend  impacts adversely employee stock options.

• Employee loyalty / retention driven by options.• Directors approve “make whole” and “tax 

gross‐up” payments for employees to compensate for decline in option value.

6

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3

THE MANOS CASE (continued)Key Facts:

• Executives receive substantial cash benefit ($50 million plus).

• Plaintiff’s claims:• Employees should have been required to exercise 

options.• Payment of cash = Great Treasury Robbery.

7

THE BUSINESS JUDGMENT RULE APPLIED TO DIRECTOR DECISIONS ON COMPENSATION

“The business judgment rule has been well formulated by Aronson and other cases.  See, e.g., Aronson, 473 A.2d at 812. . . . [D]irectors’ decisions will be respected by courts unless the directors are interested or lack independence relative to the decision, do not act in good faith, act in a manner that cannot be attributed to a rational business purpose or reach their decision by a grossly negligent process that includes the failure to consider all material facts reasonably available.”

Brehm v. Eisner, 746 A.2d 244, 264 N. 66 (Del 2000)8

GENERAL PRINCIPLES RE DIRECTOR LIABILITY FOR INTERNAL AFFAIRS

• The law of the state of incorporation applies  to liability of directors and officers for internal corporate affairs.

McDermott v. Lewis, 531 A.2d 206 (Del. 1987)

• Duty of Care – Delaware law authorizes corporations to relieve directors of personal liability for damages for breach of duty of care, with specific exceptions.  

8 Del. C. § 102(b)(7)

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4

GENERAL PRINCIPLES RE DIRECTOR LIABILITY FOR INTERNAL AFFAIRS (continued)

• At least 38 states have enacted statutes authorizing corporations to include Charter provisions limiting directors personal liability.

‐ but ‐

• A breach of duty of loyalty and/or director bad faith are almost always an acceptable basis for a money damages award against directors.

THE DISNEY CASEKey Facts:

• Eisner and Ovitz close friends.• Eisner and Compensation Committee chair 

negotiate basic terms for Ovitz contract.• Compensation consultant provides some 

advice.• Compensation Committee approves basic 

terms on September 26, 1995 in one‐hour meeting.

• December 12, 1996 – Ovitz terminated.• Ovitz’s severance ‐ $130 million plus. .11

KEY ALLEGATIONS RESULTING IN DENIAL OF MOTIONS TO DISMISS AND 37‐DAY TRIAL

• Ovitz contract paid more if he failed than if he succeeded.

• Compensation Committee as a whole had a single brief meeting to approve the contact –see Dodd ‐ Frank.

• The corporate minutes provide no evidence of due consideration.

12

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5

KEY ALLEGATIONS RESULTING IN DENIAL OF MOTIONS TO DISMISS AND 37‐DAY TRIAL 

(continued)

• The compensation consultant never met the Compensation Committee – see Dodd ‐Frank.

• Ovitz received $130 million plus for 14 months of work.

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DISNEY LESSONS

1. Conscious disregard = Lack of good faith.2. Independent directors may be personally 

liable for conscious disregard of duty of due care.

3. A sloppy process may equal conscious disregard.

4. Trials can be ugly and can be avoided by attention to process.

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HOW TO PROTECT THE PROCESS

1. Complete compliance with Dodd – Frank process requirements.

2.  Use only independent directors.• Screen for “benefits” that might jeopardize the process.

• Beware of related transaction issue.3. Hire separate, outside lawyers for each party.

• Clarify the role of in‐house counsel.• Use engagement letters for the process.• Define the scope of the outside lawyer’s role.

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6

HOW TO PROTECT THE PROCESS (continued)

4. Use independent compensation consultants.• Require a written engagement with the 

consultant.• Screen consultants for potential conflicts.• Request written recommendations for 

directors.• Discuss compensation scenarios.

5. Document the deliberative process.6. Avoid ex post facto approvals.

16

$130 MILLION FOR ??

“Although the general consensus on Ovitz’s tenure was largely negative, Ovitz did make some valuable  contributions while president of the company . . . As previously mentioned, Ovitz made a key recommendation with respect to the location of the gate to Disney’s California Adventure theme park, built  on part of the Disneyland parking lot.”

In re The Walt Disney Company Derivative Litigation, 907 A.2d 693, 716 (Del 2005)

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William Cronin

Partner Representative Clients Alyeska Pipeline Service Company

Atlantic Richfield Company

Amazon.com

Aramark

Arco Alaska, Inc.

AT&T Wireless

Champion International

Earle M. Jorgensen Company

Exxon and ExxonMobil Corporation

Georgia-Pacific

Glacier Northwest

Longview Fibre Company

Lynden Transport

Pendleton Woolen Mills

The Port of Seattle

Royal Bank of Canada

Southland Corporation

State of Washington

Todd Shipyards

U.S. Filter, Inc

Significant Complex / Commercial Litigation

Mr. Cronin is a founding partner of the Corr Cronin law firm. Mr. Cronin was formerly co-chair of the Bogle & Gates litigation department from 1995 to 1999. Mr. Cronin is a Fellow in the American College of Trial Lawyers and has been named as one of the top business litigators in Seattle in every one of Seattle Magazine’s top lawyer surveys since 2001. Mr. Cronin was one of the five named top business litigators in 2001 and 2003 and one of the four named in 2005 (his partner, Kelly Corr, was also named as a top business litigator in each survey). For 8 years in a row Mr. Cronin has been listed in the Best Lawyers in America. He has also been selected as a “Super Lawyer” on multiple occasions by Washington Law & Politics and has been named as one of the Top 100 Super Lawyers in the state. Practice / Experience Mr. Cronin’s practice focuses on business litigation, representing both plaintiffs and defendants. He has considerable experience representing law firms, accounting firms, corporate officers and directors, and majority and minority stockholders in securities litigation, professional liability litigation, and corporate control disputes. During his career, Mr. Cronin has represented: Exxon Corp. in a large tax dispute with the State of Alaska involving a claim in excess of $1 billion; Exxon and Arco Alaska in a major dispute with Chevron, Mobil and Phillips over the respective ownership interests in the Prudhoe Bay Oil Field, the largest oil field in North America; Georgia Pacific Corporation, AT&T Wireless, Pendleton Woolen Mills, Todd Shipyards and Champion International as plaintiffs in major insurance coverage disputes; and Amazon.com and AT&T Wireless in major contract disputes. Education / Background J.D., University of Southern California Law School, 1975 >Order of the Coif >Briedenbach Scholarship >American Jurisprudence Award for Constitutional Law, 1974 University of Oregon Law School, 1972-1973 >Oregon Law Alumni Scholarship B.A., cum laude, Brown University, 1970 Joined Bogle & Gates PLLC in 1978, and was a Member from 1983 to 1999 Associate Attorney, O’Melveny & Myers, Los Angeles, California, 1975-1978 Admitted to the Bar in California in 1975 and in Washington State in 1978

Tel: (206) 625-8600 Fax: (206) 625-0900 wcronin@corrcronin.com

1001 Fourth Avenue Suite 3900 Seattle, WA 98154

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